The second entry in the Spider-Man Trilogy, this sequel to Spider-Man was released in 2004. Peter Parker is struggling to find balance in his life, as the increasing burden of being a superhero gets in the way of his relationship with his studies, job, friends, family, and the woman he loves. Once the stress begins to affect his powers, he decides to give up being Spider-Man once and for all.

This comes at a bad time, since the brilliant scientist Dr. Otto Octavius (Alfred Molina) is caught in a Freak Lab Accident that not only kills his wife, but also attaches four mechanical tentacles to him. Going insane, he becomes the evil "Doctor Octopus" and is determined to retry the failed experiment on a much bigger scale—For Science!, of course. With the city in danger and his relationship with Mary Jane in doubt, Peter is forced to "get back to work".

This film provides examples of:

Academy Award: The film won for Best Visual Effects, and was further nominated for Best Sound Editing and Best Sound Mixing.

A.I. Is a Crapshoot/Psycho Prototype: The tentacles - they tend to do things that protect themselves and Octavius, but are extremely twisted in their ways, and are more keen to destroy in order to get what Otto wants rather than anything else.

Anti-Climactic Unmasking: Played straight and then averted. The first time Peter loses his mask, the crowd of people don't know who he is. The second and third time it's taken off, Harry, Dr. Octavius, and Mary Jane recognize him.

Anti-Villain: Dr. Octopus. Now, when he's bad, he's really bad. But his whole nature is still so tragic, and he does redeem himself in the end.

Artistic License – Biology: The cerebellum, to which Octavius's arms are linked, is a processing center for balance and coordination. Their AI shouldn't have had the means to communicate with Octavius's consciousness or skew his emotions, because it's only motor-related regions of the (conscious) cerebrum that interact with the cerebellum, not its sensory regions or limbic system.

Nuclear fusion really is the process by which the sun generates energy. But a nuclear fusion reactor won't look like the sun unless it's as big as the sun (over a million kilometers across). The reason the sun has prominences and a photosphere and sunspots and all the rest is because there are thousands upon thousands of kilometers of hot gas that aren't undergoing nuclear fusion, sitting on top of the core and obscuring it from view.

And, worse, the reactor in the movies doesn't just look like the sun, it looks like the sun filmed in X-ray light and shown in false color so that we mere humans can see its surface structure. No one except Ock is even wearing glasses to protect their eyes from that sun, though it should have rendered them blind in minutes.

On top of that, you'd think that dipping a small sun into a large body of water to quench it down would provoke a devastating explosion of steam, if not outright plasma from all the ionized hydrogen and oxygen.

Badass Bystander: Everyone in the train when rise up against Octavius to protect Spider-Man... they don't succeed, but it takes some stones to stand up to a villain with four mechanical arms.

Peter does this earlier in the film, when sans powers, he runs into a burning building to rescue a trapped child. He gets her out safely, but unfortunately, then finds out that there were more people trapped on the fourth floor that didn't make it.

Bank Toaster: A Morally Bankrupt Banker, on top of denying Aunt May and Peter Parker a loan, denies them a coupon for a free toaster! Because of a certain minimum deposit that is required.

Big "NO!": Octavius lets a particularly narmful out when he sees the murder and destruction his tentacles have wreaked while he was unconscious, and then lets another one out as he is dragged underwater with his overloading fusion machine. The second one manages to be fairly tragic, as he had just made his Heel-Face Turn and his last comment was a pledge not to die a monster, with his "NO!" reaffirming this as he sacrifices his life.

Peter gets his own later on, when he sees M.J. is about to be flattened.

Harry too, when the hallucination of his father screams at him to avenge him.

Blade Below the Shoulder: The tentacles have a blade inside them. Which is odd, if you think about it, since the tentacles were built for experiments, not combat.

Call Back: In the first film, Spider-Man attempts to save a woman from a burning building, but it turns out to be Green Goblin wrapped in a blanket and shrieking in falsetto. In this film, Peter - temporarily powerless - braves another burning building to save a child who is wrapped in a blanket, which happens to be green. Get it?

Damsel out of Distress: Aunt May, of all people! When she is captured by Octavius in the building wall fight, she makes sure he knows that she's not going down without a fight by smashing the end of her umbrella into his face. Sure, Never Mess with Granny, indeed.

Disproportionate Retribution: JJJ is finally convinced that Spider-Man is a hero and was really fighting for the good guys this entire time... up until Spidey takes back his superhero suit from JJJ's office, causing him to accuse Spider-Man of being a thief, which is funny, given that Jonah scammed the goddamn suit off the guy who found it.

Family-Unfriendly Death: Averted, with the death of Mrs. Octavius. Jagged glass flew at her at incredible speeds, and yet Otto found an intact, wholly recognizable body. On the other hand, while the exact fate of the last nurse Doc Ock dragged under the table is not shown, one has a feeling she isn't screaming in fear of being knocked out.

Foreshadowing: "My Rosie's dead... my dream is dead... and these monstrous things should be at the bottom of the river... along with me."

When a Daily Bugle newspaper flies at the screen, informing viewers of Spider-Man's return, one of the other news items reads, "MTA Insider concerned over aging El-Train Safety." Turns out their concerns are justified.

Four Eyes, Zero Soul: Doc Ock during most of the film. Though arguably his four eyes are on the ends of his arms...

Genre Savvy: Robbie Robertson, who pointedly gives Peter a look that he's noticed that Spider-Man just happened to be at the same place as he was.

J. Jonah Jameson: Spider-Man...was a hero. I just couldn't see it. He was a...[looks to see that Spider-Man has stolen back the suit]...a thief! A criminal! He stole my suit! He's a menace to the entire city! I want the wall-crawling arachnid prosecuted! I want him strung up by his web! I WANT SPIDER-MAN!!!

Ironic Birthday: Peter's birthday party counts as it comes the same day he gets fired from his pizza delivery job.

Ironic Echo: In a blink-and-you-miss-it shot, after Peter tries to maintain a "strong focus on what I want" and jump from one building to another, his powers give out in midair and he comes crashing to the ground, and throws his back out... and we see that the car he landed on was a Ford Focus.

Just Train Wrong: The 'L' train fight between Peter and Octavius could never happen in real life for a number of reasons.

Aside from parts of the 1 train north of 116th street, all subway lines in Manhattan are buried undergroundnote There used to be elevated lines, but these were all buried or demolished by the 1950s.

The train is signed as an R train. The tracks shown in the movie dead-end in Lower Manhattan. The real R train never goes above groundnote except whenever service disruptions reroute trains over the Manhattan Bridge, and its termini are in Queens and Brooklyn.

There are no New York City Subway cars in active service that have blinker doors. All cars on the active fleet have sliding doors.

The reason for all of this is because the sequence itself was actually shot in Chicago on their 'L' system, using a train of (now-retired) 2200 series cars.

Made of Iron: Considering his lack of super-strength, Dr. Octavius survives quite a pummeling in all of his fight scenes with Spider-Man. In addition to the blows from Spidey's super-powered fists, he also gets smashed against a taxi hard enough to dent it and falls 20 stories onto an 'L' train car, all with no injuries.

Not to mention simply hauling around the weight of those arms so much of the time without falling over.

Meaningful Name: "Guy named Otto Octavius winds up with eight limbs? What are the odds?"

And he tries to swipe one of the gold coins flying around the bank, until Aunt May, who could really use it, slaps it out of his hand, with a "shame-on-you" look.

Multi-Armed Multitasking: Dr. Octopus does this when he builds the new sun-generator machine, with his long metallic tentacles.

Mythology Gag: Possibly, with Dr. Octopus holding Aunt May hostage. In the earlier comics, May (true to form at the time) was blissfully unaware that Dr. Octopus was a bad man, in this movie however, it's pretty clear.

Harry: Good night, Bernard. Bernard: Your father only obsessed over his work. Harry:(irritated) Good night, Bernard.

Noodle Incident: When the garbageman brings in the Spidey suit, J. Jonah Jameson's reaction is "Don't tell me you have the head of an extraterrestrial, 'cause if you do, you're the third one this week."

Oh Crap!: A nice group example of the snared up police car, seconds before "...it's a web!!"

Omnidisciplinary Scientist: Octavius is a brilliant nuclear physicist who has nearly perfected a viable source of infinite power from nuclear fusion. On the way, he has also made revolutionary breakthroughs in robotics and software engineering to create his intelligent arms. Not only that, but he must have developed an extremely effective power source even before the fusion reactor just to power the extremely strong arms.

The Paragon: Aunt May points out to Peter that Spider-Man is a symbol of hope to people who are in the face of despair and that you trust him when he tells you to hold on for just a minute longer, and that even the boy across the street wants to be Spider-Man when he grows up.

This saves Peter at the end when the people on the train rally against Octavius to protect an unconscious Peter, seeing him unmasked and realising that the hero putting himself in harms way to save them is "just a kid, no older than my son".

Post-Victory Collapse: A very moving one after Spider-man stops the runaway train and is kept from falling by the very people he just rescued. Unfortunately he's in no condition to fight off Doc Ock again when he arrives to kidnap him afterward.

Hoffman mentions "Doctor Strange" as a potential name for Doc Ock. Jameson admits that it's good..."but it's taken." Sadly, a Doctor Strange film to back Jameson up still has yet to appear.

In the hospital scene, the lunging POV shot from the sensors on the tentacles is reminiscent of the POV of the "Evil" in Evil Dead. A side view of one of the tentacles zooming toward a screaming woman also mimics the "flying eye" gag in Evil Dead 2.

Too Dumb to Live: Dr. Octavius, we know you have incredible confidence in your machine, but at the same time, did you ever stop to think that maybe conducting a test on an experimental fusion reactor in New York City - where there are over 20 million people - was an incredibly wise decision? And this was before you went crazy?

Although it is an unusual example, since tritium is a real substance and is used in some fusion experiments. However, real tritium is nothing like the substance portrayed in the movie, and it effectively functions as Unobtainium that just happens to have a semi-accurate name.

Under the Truck: Spidey is chasing two crooks in a car and naturally, a truck pulls out in the way. Rather than slide under, Spidey swings through the gap between the cab and trailer.

Villain Team-Up:played with. For different reasons Doctor Octopus(consistent thwarting) and Harry Osborn(misguided vengeance) have a common enemy in Spider-Man, so they form a loose alliance. Harry may only commit villainous acts toward Spidey, but his deal with Otto knowingly puts the entire city in mortal danger.

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